<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
BF ENTERPRISES, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11.
1) Title of each class of securities to which transaction applies:
------------------------------------------------------------------------
2) Aggregate number of securities to which transaction applies:
------------------------------------------------------------------------
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
------------------------------------------------------------------------
4) Proposed maximum aggregate value of transaction:
------------------------------------------------------------------------
5) Total fee paid:
------------------------------------------------------------------------
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
------------------------------------------------------------------------
2) Form, Schedule or Registration Statement No.:
------------------------------------------------------------------------
3) Filing Party:
------------------------------------------------------------------------
4) Date Filed:
------------------------------------------------------------------------
<PAGE>
BF ENTERPRISES, INC.
------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
-------------
TO BE HELD
MONDAY, MAY 13, 1996
9:30 A.M.
To the Stockholders:
The annual meeting of stockholders of BF ENTERPRISES, INC. will be held at
9:30 a.m. on Monday, May 13, 1996, at the Tampa Airport Marriott Hotel, Tampa
International Airport, Tampa, Florida. The meeting will be held for the
following purposes:
1. To elect four directors to hold office until the next annual meeting
of stockholders or until their successors are elected. The present Board of
Directors intends to nominate for election as directors: Brian P. Burns,
Ralph T. McElvenny, Jr., Charles E.F. Millard and Paul Woodberry.
2. To transact such other business as may properly come before the
meeting or any adjournment or postponement of the meeting.
Only stockholders of record at the close of business on April 1, 1996 are
entitled to notice of, and to vote at, the meeting and any adjournment or
postponement of the meeting.
BY ORDER OF THE BOARD OF DIRECTORS
JOHN M. PRICE, SECRETARY
San Francisco, California
April 11, 1996
--IMPORTANT--
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE SIGN AND RETURN THE
ENCLOSED PROXY AS PROMPTLY AS POSSIBLE IN THE ENCLOSED POST-PAID ENVELOPE. IF
YOU ATTEND THE MEETING AND SO DESIRE, YOU MAY WITHDRAW YOUR PROXY AND VOTE IN
PERSON.
THANK YOU FOR ACTING PROMPTLY.
<PAGE>
BF ENTERPRISES, INC.
------------
PROXY STATEMENT
-------------
INTRODUCTION
The enclosed proxy is solicited on behalf of the present Board of Directors
(sometimes referred to as the "Board") of BF Enterprises, Inc., a Delaware
corporation (the "Company"), the principal executive offices of which are
located at 100 Bush Street, Suite 1250, San Francisco, California 94104. The
approximate date on which this proxy statement and the enclosed proxy are being
mailed to the Company's stockholders is April 12, 1996. The proxy is solicited
for use at the annual meeting of stockholders (the "Meeting") to be held at 9:30
a.m. on Monday, May 13, 1996, at the Tampa Airport Marriott Hotel, Tampa
International Airport, Tampa, Florida.
Only holders of record of the Company's $.10 par value common stock ("Common
Stock") on April 1, 1996 will be entitled to vote at the Meeting and any
adjournment or postponement of the Meeting. At the close of business on April 1,
1996, there were 3,750,793 shares of Common Stock outstanding. Each stockholder
will be entitled to one vote per share of Common Stock held on each proposal
considered at the Meeting. A majority of the outstanding shares of Common Stock
will constitute a quorum at the Meeting. Shares of Common Stock held by persons
who abstain from voting and broker "non-votes" will be counted in determining
whether a quorum is present at the Meeting.
A stockholder giving a proxy in the form accompanying this proxy statement
has the power to revoke the proxy prior to its exercise. A proxy can be revoked
by an instrument of revocation delivered prior to the Meeting to the Secretary
of the Company, by a duly executed proxy bearing a date later than the date of
the proxy being revoked, or at the Meeting if the stockholder is present and
elects to vote in person.
The cost of soliciting proxies will be borne by the Company. Solicitations
may be made by directors, officers or employees of the Company by telephone or
personal interview as well as by mail. Solicitation by such persons will be made
on a part-time basis, and no special compensation other than reimbursement of
actual expenses incurred in connection with such solicitation will be paid.
The Company meets the definition of a small business issuer under
regulations promulgated by the Securities and Exchange Commission (the "SEC").
NOMINATION AND ELECTION OF DIRECTORS
NOMINEES OF THE PRESENT BOARD OF DIRECTORS
The full Board of Directors, consisting of four directors, will be elected
at the Meeting to hold office until the next annual meeting or until the
directors' successors are elected. It is intended that the proxies will be voted
for the election of the four nominees named below. All four of the nominees are
presently directors of the Company. The present term of office of all directors
will expire upon election of directors at the Meeting.
The proxies cannot be voted for more than four persons. Should any nominee
become unavailable to serve as a director for any reason, proxies will be voted
for the balance of those named and such substitute nominee as may be selected by
the Board. The Board does not expect any nominee to become unavailable. The
affirmative vote of a majority of the outstanding shares of Common Stock present
in person or by proxy at the Meeting and entitled to vote is necessary to elect
each nominee. Proxies solicited by the Board will be voted "FOR" the election of
the four nominees named below unless stockholders specify in their proxies to
the contrary. Shares of Common Stock held by persons
1
<PAGE>
who abstain from voting and broker non-votes will not be voted for or against
any of the nominees. Shares held by persons abstaining will be counted in
determining whether a quorum is present for the purpose of voting for the
election of directors, but broker non-votes will not be counted for this
purpose.
The following table lists the name and age of each person nominated by the
Board for election as a director and all positions and offices with the Company
held by the nominee.
<TABLE>
<CAPTION>
POSITION WITH THE COMPANY
NAME AGE IN ADDITION TO DIRECTOR
- ----------------------------------------------- --- -----------------------------------------------
<S> <C> <C>
Brian P. Burns................................. 59 Chairman of the Board, President and
Chief Executive Officer
Ralph T. McElvenny, Jr......................... 54
Charles E.F. Millard........................... 63
Paul Woodberry................................. 68 Executive Vice President and Chief
Financial Officer
</TABLE>
Messrs. Burns and Woodberry were first elected to office in May 1987, and
Messrs. McElvenny and Millard have served as directors of the Company since June
1987.
Mr. Burns has been Chairman of the Board of Directors and Chief Executive
Officer of the Company since May 1987, and President since March 1988.
Mr. McElvenny has been Chairman of the Board of Directors and Chief
Executive Officer of Golden Oil Company ("Golden"), a natural resources
exploration and production company with principal offices in Houston and Tulsa,
and predecessor companies since 1983. He also served as Chief Executive Officer
of Cobb Resources Corporation ("Cobb"), an oil and gas exploration and
production company in which Golden is a substantial shareholder, from October
1990 until March 1992, when Cobb shareholders approved the sale of Cobb's oil
and gas assets to Golden. For more than the past five years Mr. McElvenny also
has been Chairman of the Board of Directors and Chief Executive Officer of USR
Industries, Inc., a diversified holding company based in Houston.
Mr. Millard has been managing partner of Millard/O'Reilly Enterprises, a
Fairfield, Connecticut firm engaged in real estate, investments and consulting
since January 1988. Mr. Millard also is President of Sanctuary Ventures, Ltd., a
private real estate and investment firm.
Mr. Woodberry has been Executive Vice President and Chief Financial Officer
of the Company since May 1987, and served as Treasurer of the Company from May
1987 to May 1992. Since February 1991 he has been a consultant to Alleghany
Corporation, an asset management company based in New York, or certain of its
subsidiaries, and since June 1991 has devoted a majority of his time to such
activities. He is a director of Alleghany Corporation and certain subsidiaries
of Alleghany Corporation, including World Minerals Inc., URC Holdings
Corporation and Alleghany Properties, Inc.
THE BOARD AND COMMITTEES
The Board of Directors has standing Audit, Compensation and Executive
Committees. The Board currently has no standing nominating committee.
The Audit Committee, currently composed of Messrs. McElvenny (Chairman) and
Millard, met once during 1995. In addition, members of the Audit Committee met
from time to time with the Company's internal finance and accounting staff and
with representatives of Arthur Andersen LLP, the Company's independent auditors.
The function of the Audit Committee is to recommend to the full Board of
Directors the firm to be retained by the Company as its independent auditors, to
consult with the auditors with regard to the scope of audit practices and the
plan of audit, the results of the audit and the audit report, and to confer with
the auditors with regard to the adequacy of internal accounting controls.
2
<PAGE>
The Compensation Committee, currently composed of Messrs. Millard (Chairman)
and McElvenny, met once during 1995. In addition, Mr. Millard, as Chairman, met
from time to time with the Chairman of the Board to review and consider various
compensation matters. The function of the Compensation Committee is to recommend
to the full Board of Directors compensation arrangements for the Company's
senior management and the adoption of any compensation plans in which officers
and directors are eligible to participate, and to review and advise the full
Board of Directors with respect to trends in management compensation.
The Executive Committee, currently composed of Messrs. Burns (Chairman),
McElvenny and Millard, did not meet during 1995. The Executive Committee has all
of the powers of the Board of Directors, with certain specific exceptions
required by Delaware law.
The Board had four regular meetings during 1995. Each director attended all
of the meetings of the Board and of the committees of the Board on which he
served.
EXECUTIVE OFFICERS
The executive officers of the Company are:
<TABLE>
<CAPTION>
NAME AGE OFFICE
- --------------------------- --- ------------------------------------------------------------------
<S> <C> <C>
Brian P. Burns............. 59 Chairman of the Board, President and Chief Executive Officer
Paul Woodberry............. 68 Executive Vice President and Chief Financial Officer
Stuart B. Aronoff.......... 63 Senior Vice President--Operations and Assistant Secretary
John M. Price.............. 59 Senior Vice President, General Counsel, Secretary and Treasurer
S. Douglas Post............ 55 Vice President and Controller
</TABLE>
Mr. Aronoff has been Senior Vice President--Operations and Assistant
Secretary of the Company since May 1987.
Mr. Price has been Senior Vice President, General Counsel and Secretary of
the Company since May 1987, and Treasurer since May 1992.
Mr. Post has been Vice President of the Company since July 1991 and
Controller since May 1987.
All of the executive officers serve at the pleasure of the Board of
Directors, subject to the terms of employment agreements relating to certain of
such officers; see "Compensation of Executive Officers and Directors--Employment
Contract, Termination of Employment and Change in Control Arrangements" below.
3
<PAGE>
BENEFICIAL STOCK OWNERSHIP
The following table sets forth information as of March 15, 1996 concerning
beneficial ownership of Common Stock, the Company's only class of equity
securities currently outstanding, by (i) the only persons known to the Company
to be beneficial owners of more than 5% of the outstanding Common Stock, (ii)
all directors, (iii) the Chief Executive Officer and (iv) all directors and
executive officers as a group.
<TABLE>
<CAPTION>
SHARES OF
COMMON STOCK PERCENT OF
NAME OF BENEFICIALLY COMMON
BENEFICIAL OWNER OWNED(1) STOCK
- -------------------------------------------------------------------------------- -------------------- -------------
<S> <C> <C>
Brian P. Burns.................................................................. 1,730,338(2) 43.1%(2)
100 Bush Street
San Francisco, CA 94104
Frederick P. Furth ............................................................. 690,000(3) 18.4%(3)
201 Sansome Street
San Francisco, CA 94104
Jeffrey T. and Karen T. Nebel .................................................. 233,050 6.2%
2055 94th Ave., N.E.
Bellevue, WA 98004
J. Stephen Schaub .............................................................. 202,604(4) 5.4%(4)
9 North Post-Suite 241
Spokane, WA 99201
Thomas Nebel ................................................................... 200,040(5) 5.3%(5)
1710 Bellevue Way, N.E.
Bellevue, WA 98004
Ralph T. McElvenny, Jr.......................................................... 4,500(6) *
Charles E.F. Millard............................................................ 34,600(6)(7) *
Paul Woodberry.................................................................. 160,588(8) 4.2%(8)
All directors and executive officers as a group
(7 persons)(2)(6)(7)(8)(9).................................................... 2,288,695 53.6%
<FN>
- ------------------------
* Less than 1%
(1) Named persons have sole voting and investment power, except as otherwise
indicated.
(2) Includes 263,000 shares subject to presently exercisable options. Also
includes 678,200 shares owned by Frederick P. Furth, as to which Mr. Burns
holds an irrevocable proxy until May 31, 1996 and as to which Mr. Burns
disclaims beneficial ownership. Excludes all shares now or hereafter owned
by Messrs. Thomas Nebel, Paul Woodberry, Stuart Aronoff and John Price and
five others as to which shares Mr. Burns has rights of first refusal with
respect to any future sales. An aggregate of at least 450,147 of the
outstanding shares of Common Stock currently are subject to these rights.
(3) Includes 11,800 shares owned by the Furth Foundation, a charitable
foundation of which Mr. Furth is Chairman of the Board of Directors, as to
which shares Mr. Furth has shared voting and dispositive powers. Mr. Furth
has granted Mr. Burns an irrevocable proxy to vote all his shares
(excluding shares held by the Furth Foundation) during the period ending
May 31, 1996.
(4) Includes 10,611 shares as to which Mr. Schaub disclaims beneficial
ownership and 18,100 shares as to which Mr. Schaub has shared voting and
dispositive powers.
(5) Includes 50,528 shares as to which Mr. Nebel has shared voting and
dispositive powers with his wife.
</TABLE>
4
<PAGE>
<TABLE>
<S> <C>
(6) Includes 2,500 shares subject to presently exercisable options.
(7) Includes 1,400 shares held in a deferred compensation account by a company
of which Mr. Millard was formerly Chairman of the Board of Directors and
Chief Executive Officer, as to which shares Mr. Millard disclaims present
beneficial ownership.
(8) Consists of (i) 108,088 shares owned by a trust of which Mr. Woodberry and
his wife are co-trustees, in which capacities Mr. and Mrs. Woodberry share
voting and investment power with respect to all such shares, and (ii)
52,500 shares subject to presently exercisable options.
(9) Includes (i) 199,000 shares subject to presently exercisable options, in
addition to those described in the foregoing footnotes, held by three
executive officers, and (ii) 105,200 shares owned by a trust of which one
of those officers and his wife are co-trustees, in which capacity they
share voting and investment power with respect to all of such shares, and
700 shares owned by the wife of that officer, as to which shares the
officer disclaims beneficial ownership.
</TABLE>
5
<PAGE>
COMPENSATION OF EXECUTIVE OFFICERS AND DIRECTORS
COMPENSATION OF CHIEF EXECUTIVE OFFICER
The following table sets forth the total compensation that the Company paid
or accrued to its Chief Executive Officer, Brian P. Burns, during fiscal years
1993, 1994 and 1995. No other executive officer of the Company received salary
and bonus in excess of $100,000 for services rendered in all capacities to the
Company during 1995.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
ANNUAL COMPENSATION
------------------------- LONG-TERM COMPENSATION
-----------------------------------------
AWARDS PAYOUTS
-------------------------- -------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
OTHER SECURITIES ALL
ANNUAL RESTRICTED UNDERLYING OTHER
COMPEN- STOCK OPTIONS/ LTIP COMPEN-
SALARY BONUS SATION AWARDS SARS PAYOUTS SATION
NAME AND PRINCIPAL POSITION YEAR ($) ($) ($) ($) (#) ($) ($)(1)
- ------------------------------ ---- -------- ----- -------- ------------- ----------- ------------- ---------
Brian P. Burns 1995 $180,000 -- -- $ 63,750(2) 39,000 -- $ 15,000
Chairman of the Board, 1994 180,000 -- -- -- -- -- 15,000
President and Chief 1993 180,000 -- -- -- 80,000 -- 18,000
Executive Officer
</TABLE>
- ------------------------------
(1) Amounts accrued in 1995, 1994 and 1993 and paid in 1996, 1995 and 1994,
respectively, on behalf of Mr. Burns as fully vested contributions to the
Company's Profit Sharing Plan, a defined contribution plan.
(2) The value, on the date of grant, January 3, 1995, of 15,000 shares of
restricted stock granted Mr. Burns, pursuant to the Company's 1993 Long-Term
Equity Incentive Plan, all of which shares became vested six months
following the grant.
OPTION GRANT DURING 1995; VALUE OF OPTIONS AT YEAR-END
The following table sets forth certain information covering the grant of
options to the Company's Chief Executive Officer, Mr. Burns, during the fiscal
year ended December 31, 1995, and unexercised options held by Mr. Burns as of
that date. Mr. Burns did not not exercise any options during fiscal year 1995.
OPTION/SAR GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
NUMBER OF ---------------------------
SECURITIES % OF TOTAL OPTIONS/SARS EXERCISE OR
UNDERLYING OPTIONS/ GRANTED TO EMPLOYEES IN BASE PRICE
NAME SARS GRANTED (#) FISCAL YEAR ($/SH) EXPIRATION DATE
- ------------------------------ ------------------- --------------------------- ----------- -----------------------
<S> <C> <C> <C> <C>
Brian P. Burns 39,000(1) 39% $ 4.75 December 21, 2005
</TABLE>
- ------------------------------
(1) Non-qualified stock option to purchase Common Stock issued on December 22,
1995, pursuant to the Company's 1993 Long-Term Equity Incentive Plan,
granted at 100% of fair market value on that date, and exercisable in whole
or in part at any time prior to the expiration date of the option or its
earlier termination in accordance with that plan. The exercise price, and
any related income tax withholding obligations, may be satisfied by delivery
of cash, secured recourse promissory note, Common Stock owned by Mr. Burns
for at least six months, or any combination thereof.
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION/SAR VALUES
<TABLE>
<CAPTION>
NUMBER OF SECURITIES UNDERLYING VALUE OF UNEXERCISED
UNEXERCISED OPTIONS/SARS IN-THE-MONEY OPTIONS/SARS
AT FISCAL YEAR-END(#) AT FISCAL YEAR-END($)
-------------------------------- ------------------------------
NAME EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ------------------------------------- ----------- ------------------- ----------- -----------------
<S> <C> <C> <C> <C>
Brian P. Burns 263,000 0 $ 539,750 n/a
</TABLE>
EMPLOYMENT CONTRACT, TERMINATION OF EMPLOYMENT AND CHANGE IN CONTROL
ARRANGEMENTS
Brian P. Burns, Chairman of the Board, President and Chief Executive
Officer, has an employment agreement with the Company terminating December 31,
1997, pursuant to which Mr. Burns originally had received a salary of $240,000
per year, which was reduced voluntarily to $180,000 for
6
<PAGE>
the years 1992 through 1995. Commencing January 1, 1996, Mr. Burns's salary was
reinstated to $240,000 per year. Under his employment agreement, Mr. Burns also
is eligible to receive an annual cash bonus not exceeding his base salary,
although he did not receive a cash bonus for 1993, 1994 or 1995. The amount of
any bonus is determined by the Board of Directors in its sole discretion. In the
event Mr. Burns's employment is terminated involuntarily other than for cause,
or voluntarily within thirty days following a change in control of the Company,
Mr. Burns will be paid, at his election, either (i) his salary, at the rate in
effect on the date of termination, plus an equal amount annually in lieu of a
bonus, through the stated expiration date of his agreement, or (ii) the present
value of such payments, subject in either case to the limitation that Mr. Burns
will not receive any amount that would not be deductible by the Company under
applicable provisions of the Internal Revenue Code of 1986, as amended.
COMPENSATION OF DIRECTORS
Each director of the Company who is not also an employee of the Company
receives an annual fee of $10,000 for services as a director and $750 for each
board meeting attended. Outside directors also receive annual fees of $2,500 as
chairman and $1,500 as a member of the Executive, Audit and Compensation
Committees. Directors receive reimbursement for travel and other expenses
directly related to activities as directors, and outside directors receive an
additional $500 for each board meeting they attend which is held more than three
hours' air travel from their residences.
The Company's 1994 Stock Option Plan for Outside Directors (the "Outside
Directors' Plan"), which was approved by the Company's stockholders on May 5,
1994, provides for the periodic, automatic granting of non-qualified stock
options to non-employee directors of the Company (currently Messrs. McElvenny
and Millard) on the date each person is elected or appointed a director (or, for
Messrs. McElvenny and Millard on May 5, 1994) and thereafter on the date of each
annual meeting of stockholders at which he or she, having served at least one
year as a non-employee director, is re-elected a director. The initial grant is
a non-qualified option for the purchase of 5,000 shares of Common Stock. At each
subsequent annual meeting of stockholders, an eligible non-employee director
will receive a non-qualified option for the purchase of 2,000 shares of Common
Stock. All options granted under the Outside Directors' Plan have an exercise
price equal to the fair market value of Common Stock on the grant date, have a
term of ten years and one day and vest at the rate of 25% per year for each of
the first four years, except that upon the death, disability or retirement of a
non-employee director, or upon a director's failure to win reelection after
nomination at the recommendation of the Board of Directors, or upon a change of
control (as defined in the Outside Directors' Plan), all options vest
automatically and immediately. All options held by a director terminate on the
date that such individual ceases to be a director, provided that all options
vested and exercisable on that date may be exercised for a period of up to one
year following termination or, in the case of termination by reason of death,
disability, retirement or failure to win reelection, as described above, for a
period of three years. A total of 100,000 shares of Common Stock has been
authorized for issuance under the Outside Directors' Plan. Each of the Company's
two non-employee directors, Messrs. McElvenny and Millard, was granted an option
for the purchase of 2,000 shares of Common Stock, pursuant to the Outside
Directors' Plan, on May 22, 1995 (the date of the 1995 Annual Meeting of
Stockholders) with an exercise price of $5.875 per share, the fair market value
of a share of Common Stock on that date.
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
officers and directors, and persons who own ten percent or more of a registered
class of the Company's equity securities, to file with the SEC initial reports
of ownership and reports of changes in ownership of Common Stock and other
equity securities of the Company. Officers, directors and ten percent or more
stockholders are required by SEC regulations to furnish the Company with copies
of all Section 16(a) forms they file.
To the Company's knowledge, based solely on review of the copies of such
reports furnished to the Company, or written representations that no other
reports were required, during the fiscal year ended
7
<PAGE>
December 31, 1995, all officers, directors, and ten percent stockholders
complied with all Section 16(a) filing requirements, except that in 1996, a
report covering an earlier transaction in the Common Stock, as to which Mr.
Ralph T. McElvenny, Jr., a director of the Company, held an indirect beneficial
interest, was filed late.
INDEPENDENT PUBLIC ACCOUNTANTS
Arthur Andersen LLP, independent public accountants, has acted as the
Company's auditors since 1987, and the Board intends to reappoint Arthur
Andersen LLP to audit the books, records and accounts of the Company for the
year ending December 31, 1996. Representatives of that firm will be present at
the Meeting with the opportunity to make a statement if they desire to do so.
They will also be available to respond to appropriate questions.
ANNUAL REPORT TO SEC
STOCKHOLDERS WHO WISH TO OBTAIN, WITHOUT CHARGE, A COPY OF THE COMPANY'S
FORM 10-K REPORT FOR THE YEAR ENDED DECEMBER 31, 1995, AS FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION, SHOULD ADDRESS A WRITTEN REQUEST TO:
SECRETARY, BF ENTERPRISES, INC., 100 BUSH STREET, SUITE 1250, SAN FRANCISCO, CA
94104. EXHIBITS TO THAT REPORT ARE AVAILABLE UPON WRITTEN REQUEST AND PAYMENT OF
A REASONABLE FEE EQUAL TO THE COMPANY'S COSTS OF COPYING AND MAILING SUCH
EXHIBITS.
STOCKHOLDER PROPOSALS
To be considered for presentation at the 1997 Annual Meeting of
Stockholders, a stockholder proposal must be received at the offices of the
Company not later than December 13, 1996.
OTHER MATTERS
The proxy holders are authorized to vote, in their discretion, upon any
other business that comes before the Meeting and any adjournment or postponement
of the Meeting. The Board knows of no other matters which will be presented to
the Meeting.
BY ORDER OF THE BOARD OF DIRECTORS
JOHN M. PRICE, SECRETARY
San Francisco, California
April 11, 1996
YOU ARE CORDIALLY INVITED TO ATTEND THE MEETING IN PERSON. WHETHER OR NOT
YOU PLAN TO ATTEND THE MEETING, YOU ARE REQUESTED TO SIGN AND RETURN THE
ACCOMPANYING PROXY IN THE ENCLOSED, POST-PAID ENVELOPE.
8
<PAGE>
BF ENTERPRISES, INC.
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Brian P. Burns and John M. Price, or
either of them with full power of substitution, proxies to vote at the Annual
Meeting of Stockholders of BF Enterprises, Inc. (the "Company") to be held on
May 13, 1996 at 9:30 a.m., local time, and at any adjourments thereof, hereby
revoking any proxies heretofore given, to vote all shares of commmon stock of
the Company held on record by the undersigned on April 1, 1996, as directed
below, and in their discretion upon such other matters as may come before the
meeting.
(TO BE SIGNED ON REVERSE SIDE)
Please sign, date and return this proxy promptly in the enclosed envelope,
which requires no postage.
SEE REVERSE
SIDE
<PAGE>
----- PLEASE MARK YOUR
X VOTES AS IN THIS
----- EXAMPLE.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED FOR ALL NOMINEES NAMED IN PROPOSAL 1.
FOR WITHHELD NOMINEES: Brian P. Burns, Ralph T.
----- ----- McElvenny, Jr., Charles E.F.
1. ELECTION OF Millard and Paul Woodberry
DIRECTORS ----- -----
For, except vote withheld from the following nominee(s):
- -------------------------------------------------------
SIGNATURES(S)_____________________________________________DATE _____________
NOTE: Please sign exactly as name appears hereon. Joint owners should each
sign. When signing as attorney, executor, administrator, trustee or
guardian, please give full title as such. If a corporation, please sign
in full corporate name by President or other authorized officer. If a
partnership, please sign in partnership name by authorized person.
